Current Report Filing (8-k)
March 10 2017 - 5:17PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of Earliest Event Reported): March 1, 2017
Monaker
Group, Inc.
(Exact
name of Registrant as specified in its charter)
Nevada
|
(State
or other jurisdiction of incorporation)
|
000-52669
|
26-3509845
|
(Commission
File Number)
|
(I.R.S.
Employer Identification No.)
|
2690
Weston Road, Suite 200
Weston,
Florida 33331
(Address
of principal executive offices zip code
)
(954)
888-9779
(
Registrant’s
telephone number, including area code
)
______________________
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2. below):
☐
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
☐
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
☐
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
☐
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Item
1.01
|
Entry
into a Material Definitive Agreement.
|
From
February 6, 2017 to March 10, 2017, Monaker Group, Inc. (the “
Company
”, “
we
” and “
us
”)
raised $1,550,000 from the sale of 775,000 units, each consisting of one share of common stock and one warrant to purchase one
share of common stock (the “
Units
”), to fourteen accredited investors in a private offering, at $2 per Unit.
Investors in the offering included an entity owned by Don Monaco, the Company’s director (100,000 Units for $200,000), and
Robert J. Post, the Company’s director (50,000 Units for $100,000). The warrants have an exercise price of $2.00 per share
and a term of three years, and include no cashless exercise rights.
Item 3.02
|
Unregistered
Sales of Equity Securities.
|
We claim an exemption from registration for the issuances and sales
of the Units described above in Item 1.01 (which descriptions are incorporated in this Item 3.02 by reference)
pursuant to Section 4(a)(2) and/or Rule 506 of Regulation D of the Securities Act of 1933, as amended (the “Securities
Act”), since the foregoing issuances did not involve a public offering, the recipients were “accredited investors”,
the recipients acquired the securities for investment only and not with a view towards, or for resale in connection with,
the public sale or distribution thereof. The securities were offered without any general solicitation by us or our representatives.
No underwriters or agents were involved in the foregoing issuances and we paid no underwriting discounts or commissions. The
securities sold are subject to transfer restrictions, and the certificates evidencing the securities contain an appropriate
legend stating that such securities have not been registered under the Securities Act and may not be offered or sold absent
registration or pursuant to an exemption therefrom. The securities were not registered under the Securities Act and such securities
may not be offered or sold in the United States absent registration or an exemption from registration under the Securities
Act and any applicable state securities laws.
Item
9.01.
|
Financial
Statements and Exhibits.
|
Exhibit
No.
|
|
Description
|
|
|
|
10.1*
|
|
Form
of Subscription Agreement for Units (February and March 2017)
|
10.2*
|
|
Form
of Warrant (February and March 2017 Subscriptions)
|
*
Filed herewith.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
|
MONAKER
GROUP, INC.
|
|
|
|
Date:
March 10, 2017
|
By:
|
/s/
William Kerby
|
|
|
Name:
|
William
Kerby
|
|
|
Title:
|
Chief
Executive Officer
|
EXHIBIT
INDEX
*
Filed herewith.